Affection is a Strange and Useless Thing
by GreyMothWing
Summary: This takes place in the early years of the Great War on Cybertron. Shockwave has always seen emotions as a weakness but he can't help but take notice of certain someone in the ranks. Shockwave x Soundwave.
1. Chapter 1

It's kind of hard to write for these two. They're both such icy characters but that's why I like them so much x3. This is a mix of Marvel and IDW comics' continuities and G1 cartoon series, Particularly Soundwave and Shockwave's personalities and goals and Soundwave's employments.

Time Units Guide

Deca-Cycle= a month

Stellar Cycle- a year

Solar Cycle- a day

Cycle- a minute

Mega Cycle- an hour

Nanoklik- a second

Astro Second- I don't know but it's a whole lot smaller than a second.

Vorn- a very, very long time

**Affection is a Strange and Useless Thing**

-/-

Work, time and patience--All these mattered to Shockwave but above these logic ruled supreme.

During the Golden Age of Cybertron, his girth, his power and his utter lack of emotion usually made other scientists uneasy around him. Sparkless, they called him. Some wondered if he was even sentient or not ---whether he was just a machine following a program. His skill and intelligence was undeniable though. The advancements he made in drone development granted him great success and a comfortable life.

When war broke out Shockwave simply chose the side that best suited his needs. His projects were outstanding although highly controversial for their methods of conduct. Why couldn't his colleagues understand? Science demanded sacrifices that those sentimental Autobots would never allow. How blind they all were. Decepticons on the other hand, well, if it meant more power, they wouldn't care what got in the way.

So, here he was.

Shockwave glanced at the monitor that surveillance the three Autobot prisoners Megatron allowed him to experiment on.

Time to get to work.

Companied by two large sentinel drone guards, Shockwave opened the doors to the cell.

The three were huddled the far corner of the room. Shockwave single optic glared at them in poor lighting, calculating which one would be the best choice for this solar cycle. There wasn't much of a selection; they were all such poor specimens.

"That one."

The sentinels marched forward and seized the small clunky gray one on the right.

"No! No, let go!" he kicked and struggled. The Autobot's name was unimportant. To Shockwave this was merely Subject B.

The sentinels strapped the subject down to the operating table and took their positions guarding at the exits.

Shockwave turned on the cameras and the microphones. His subject's reactions to his treatments were vital to the outcome of this project. Every twitch, every spasm and every scream was a clue… a sign. Each one must studied vigilantly.

"Before we begin, for the record, how are you feeling? I ask because I need to know whether my treatments are making any progress or not."

"You can suck my tail pipe, you piece of slag!"

"That was not the answer I was looking for." Shockwave sighed and opened his tray of finely tuned and sharpened instruments. Subject B shivered at the sight of them.

He carefully chose a surgical energon blade… perfect for cutting through virtually anything.

"Not again! No…No!" he struggled but the restrains kept him perfectly still.

Shockwave approached him with ready hand and blade to cut him open but a bleeping interrupted them.

"Megatron calling Shockwave. Acknowledge! " The voice of his leader.

What now? He lowered his instrument and pressed his com-link.

"Megatron, Shockwave here."

"You're needed on repair duty this instant."

Repair duty? The CR chambers must be down or completely occupied.

"As you command. Who are the subjects?"

"It's Soundwave and Blitzwing on Repair Bay 2. Start with Soundwave. He has very important information and I need him up and running within the mega cycle."

_Soundwave_?

"Consider it done. Shockwave out." he shut off his com-link and looked down at his subject. "Our session has been postpone I'm afraid."

The Autobot prisoner was shuddering and he was on the verge of total breakdown.

He shakily cried,

"I'll kill you. I swear! I'll make you scrap soon!"

Such threats always fell on muted audio receptors when it came to Shockwave.

He left his lab to fulfill his duty.

-/-

Walking down the corridors, Shockwave recalled the first few deca cycles when he joined the Decepticons. During that period, he made it his business to know all the histories, abilities, and attributes of his fellow Decepticons. Many of them were translucent as air while others remain clouded in mystery.

Soundwave was the most mysterious of them all.

His rare telepathy abilities alone made him worthy of his additional attention but there was so much more. Before the war, his rank in Cybertronian society was among the powerful and wealthy. He had a long career as an advisor and an assistant to many in the Cybertron's Senate and for that he was highly esteemed. Shockwave was pleasantly surprised to see Soundwave's name on the army's roster.

Shockwave scanned all of the data tracks Soundwave wrote during peace times. His endeavors were very keen on the matters of politics and science. As a fellow scientist, Shockwave found his works to be very illuminating. But these were the tracks that were available to the public and Shockwave was certain that Soundwave had much more to offer.

At first glance at his record he was a model citizen; however, there was shadowy evidence that Soundwave lead a secret life, proclaiming he was a political assistant and scientist by day and an assassin, spy and blackmailer by night. There was no solid proof of these activities--just many baseless stories and rumors. Shockwave didn't believe them. At that time, he thought it didn't suit him.

But now it was quite clear those stories were true. He was a Decepticon for reason.

After all the things he had done in the shadows, it was astounding feat he managed to keep his record spotless until the first major Decepticon assault.

Shockwave observations of him on the battlefield surprised him again. His aim with a firearm was superb, he excel in hand to hand combat and the control he had over his minicon forces was firm and direct and they obeyed him without question.

This will be the first he will be this close to him.

The repair bay doors hissed open.

"Hey! Where's Hook?" a little voice greeted him. Shockwave looked down and there at his feet stood the Minicons he recognized as Rumble and Frenzy.

"Busy. Megatron has assigned me to this. Out of the way." Shockwave walked pass them.

It was worse than what Megatron informed him. Soundwave's current state was stasis lock. His ruby visor was dim and a dreadful gash ran along his torso and close to his shoulder. Repairs will require great dexterity.

_Very logical, Megatron. For such a delicate procedure you appoint someone with only one hand and a cannon on the other arm. Very logical._

He was thinking what Soundwave's minicons just asked him; "Where is Hook?" He was best suited for this job. He or at least one of the Constricticons should be handling this. Perhaps they were occupied but Shockwave was busy too when Megatron called.

Nevertheless, this wasn't beyond his skills and orders were orders.

"You may go." He told Rumble… or was it Frenzy. He couldn't recall nor cared which was which.

"Na-uh. We ain't leavin' 'til he's operational!"

Their suspicions were valid. Shockwave could only hypothesis how many 'cons on this base would adore a chance to fiddle around with Soundwave's processor. It was commonly known around the base that Soundwave hoards information and cherishes his comrades' darkest secrets, saving them for the right time to take advantage of them. This, without a doubt, was a skill he mastered while working with politicians. How many was he blackmailing right now? The secrets he must know. . .

Rumble and Frenzy stood stubbornly at either side of Soundwave, supervising Shockwave as he worked on him. It was noteworthy that Rumble and Frenzy remained silent as he worked. He had suspected more rambunctious behavior from the crazed, over-energized runts, yet they were still in his presence. Perhaps they do have respect after all.

However, Shockwave soon retracted that thought. At random moments, the two would snicker and laugh without verbally exchanging a word to one another. They would glance at him with knowing, smug smirks. Shockwave had the foreboding feeling he was being gossip about. It was that blasted telepathic link! They were entertaining themselves at his expense.

"Silence!" he snapped at them, unable to focus on his duty.

"Sure thing, boss," Rumble snorted and Frenzy stifled his snickers.

How did Soundwave tolerate such miserable glitches?

"Frenzy! Rumble! Report to me this instant!" Megatron's voice sounded over their com-links.

There was a stir of hesitation. They didn't want to leave Soundwave's side.

"NOW!"

"On our way!" The two ran off to comply with Megatron's command.

Good. Now he can have some quiet.

Looking at the duty set before him, Shockwave was irked that some Autobot damaged this piece of work. He wasn't form from a generic protoform. It was specially made--a custom model.

He finished repairing him but his inquisitiveness nagged to see more. He looked around. The only other presence here was Blitzwing and he was deep in stasis lock. And if someone was monitoring them via camera, it would still appear he was doing repairs.

Hm…

Shockwave open the panels and took more indent look.

Generally, sparks are located in the chest area but Soundwave's was in his lower torso. Interesting…Shockwave saw signs that he had his spark relocated —a most delicate procedure. So, that chest compartment where his minicons dwell wasn't always there.

Shockwave's hand spanned over the wires and lines. What ingenuity in his design. Whoever created him had great plans for him. He never had seen anything like this before. There were so many unique components, even with his vast knowledge, he still knew so little about.

What was the word for all this? Remarkable, fascinating…beautiful?

The sound of the repair bay doors hissing open interrupted him. The minicons were back.

"Hey! Wha'cha doin?'" Frenzy said, seeing him poking around in an area that wasn't damaged.

He quickly sealed him before they saw clearly.

"I am finished here." Shockwave applied the necessary jolt to bring Soundwave back on online. He watched interested as Soundwave's body arched and a groan escaped his vocalizer as his visor blink back to life.

"Soundwave! Boss!" the twin terrors chattered at his side. "Hurry, Megatron needs ya."

Soundwave didn't offer so much as a glance at Shockwave as he left the Repair Bay to assist their leader.

No matter.

He turned his attention to his next task—Blitzwing. Ugh… a clunker compare to Soundwave. Not that there wasn't anything notable about Blitzwing. Triple chargers were always richly complex but roughly made. Not shred of elegance in their design. The Communication Officer was a marvel to touch and to work on and Blitzwing was a big step down. Shockwave handled him considerably less gentle than his previous patient. This was evident as he haphazardly toss aside some of his protective plating and got to work. Shockwave was aiming to be done as quickly as possible; he had other more important things to do of course.

-/-

"Subject B has expired. An autopsy shall commence eight mega cycles from now. End of log."

After the experimental mech fluid transfusion the subject went into convulsions and a system wide failure corrupted his circuits.

The Autobot lied slack in the restrains. His optics were long burned out and his jaw was slack open in a dead scream. A fascinating result but a disappointment still. Well, he had at least two more chances to get it right. He looked at his surveillance monitor at the remaining prisoners.

He sat alone as usual in his control room with only the monitors of his computers for light and company. This solar cycle was a taxing one. He required some relief.

"Drone #568, Report to me." He called.

An empty shell, that existed only to be order about, appeared before him.

"What-is-your-order-Mighty-Shockwave?"

"Initiate program #47-3."

Drones… they may simple minded but reliable to do what they are told. There was a series of bleeps as the drone's settings were put into place. The Drone was a great deal smaller than him. With some effort, it managed to climb onto his lap.

Program #47-3 was a special program that he created and install into a number of his drones.

Shockwave shifted aside the armor plating of his lower torso and instantaneously, the drone began to fulfill its programming. It carefully stroked the lines of his circuitry and cords. He programmed it to fulfill his preferences for pleasure--what simulated him to overload. The drones were a matter of convenience. They didn't interfere with work and most of all didn't require any emotional attachment. He gets stressful and interfacing was a quick efficient way of relieving it.

Nothing more.

An irritation stirred in his processor and his fingers took hold of the drone's plating about the chest and yank it clean off. There was no point in being gentle. The drone obviously felt nothing. It sat still, awaiting Shockwave's next action. For the first time in eons, his optic scanned over the internals of his drone. Lately, he found his drones, the poor sparkless things, to be tiresome. Mass manufactured --for every model there are hundreds that looked alike and were programmed the same. He had no previous problems with that for their appearances meant little to him.

No, it all seemed mundane after what he saw this solar cycle. Soundwave… was very inspiring. His form put his work to shame.

"Continue." he ordered it.

It had reached the final stage of this session and Shockwave connected to it.

He channel wave after wave into the drone and he felt the pleasure build. He wondered what it would be like to interface with such fine piece of work. It was so rare that anyone captured his imagination in such a way. Not only Soundwave was brilliant but gorgeous as well.

His massive energy output rocketed from him. As it subsided and the drone collapsed against him and spasmed until it grew still. Like all of the others, the drone was burned out by his completion. No need to worry. This one will be recycled and there will always be more. How many had he gone through in this deca cycle? He pondered. Ah, twelve so far.

He dumped its body down the scrap chute and settled down for a recharge,still thinking about Soundwave. Shockwave could tell that Soundwave was a fellow being of logic. He added up the possibilities of such an encounter happening. Perchance… they can come to terms with one another.

If the opportunity presented itself, he will attempt it and see what the outcome may be.

He can satisfy his curiosity and that would be that.

-/-

Time passed and Shockwave and Soundwave moved up quickly in the ranks. It was only natural; they were both quite exceptional.

It wasn't long until that opportunity presented itself to him.

An unique ore was discovered by one of their scouting groups on in a scarcely traveled sector in space. The planet was not charted in the Cybertron's records so the Autobots had no knowledge of it. The sentient organic natives were few yet surprisingly well protected. Their defensives around their lone city of this planet were very unique and effective. The natives were aware of the ore and fiercely protected it. A massive shield and emitted a certain frequency that repel any force, neutralizing everything the Decepticon force threw at it. They would have probably ignored them if the mass majority of the ore wasn't in surroundings of that city.

Shockwave looked over the file and pondered.

Ah, this was nothing but another puzzle to be solved. They must get this area under control before the Autobots became aware of this and try to interfere.

Time was of the essence.

Through a transmission link to Nemesis, which was in the orbit of that planet, he discussed the plans with Megatron. Shockwave suggested reprogramming Nemesis' cannon so it would match the frequency and cut through their defensives.

"I will need assistance on this matter to complete on schedule."

Shockwave's optic wasn't on Megatron but on the background behind him. There-- Soundwave was working. The logical choice for Megatron would be to send him.

"Very well. Starscream, get your exhaust pipe to the space bridge and help Shockwave."

Blast it!

"What? Why me?" Starscream instantly whined.

Shockwave sighed inwardly as another petty argument was rearing its dim-witted head. Before it escalated, Shockwave spoke up.

"Permission to speak freely."

"Go ahead."

"It is granted that Starscream is gifted with matters like this. I, however, find working with Starscream to be…counterproductive." Last they work together, Starscream merely sat back and did nothing other than nagged him and ordered him to work faster.

Starscream's face twisted up into a scowl, "Meaning?"

"He's saying you're a lazy dolt." Megatron smoothly jumped in.

"You rusty old clunker. You take that back!"

"Shut up, Starscream."

Shockwave completely ignored Starscream's outburst and said, "I would like to suggest Soundwave instead. This is in his line of expertise."

"Fine then. Soundwave?"

The Communication Officer turned Megatron's way and simply uttered, "As you command."

The transmission ended and Shockwave waited.

-/-

"Welcome back to Cybertron, Soundwave." Shockwave greeted him from his station as Soundwave stepped through the Space Bridge doorway.

Their ranks were even. He can't order Soundwave around and vice versa--an even playing ground.

Soundwave truly looked at him for the very first time, nodded in acknowledgement and headed for the control console. Shockwave admired how he moved while making little sound as possible-- A mark of an authentic spy.

Shockwave closed a program before Soundwave sat down next to him. He had the computer ran a quick scan as soon as Soundwave left the space bridge. It notified him that there were no energy signatures other than Soundwave's.

No Minicons.

Excellent.

He has been "alone" with him a couple of times. There was that time in the elevator….and that other time in the elevator… those counted even though Soundwave never paid him any attention. But the reality was Soundwave was hardly ever truly alone. At least one of his Minicons was inside of him at any occasion. This made approaching him…awkward. But now his chest compartment was completely free of them. A rare moment indeed.

Immediately, Soundwave settled down to work. He asked nothing but pithy questions about the program and his progress.

Shockwave drew out the explanation longer than necessary; he long craved some sort of conversation with him. Sharp as he was, Soundwave was quick to pick up on this.

"State purpose of excessive talking." Soundwave spouted out impatiently.

"I do not see the point of harboring thoughts to myself when you can hear every one."

"Point taken."

Shockwave felt Soundwave's hurry to complete the job and leave. Reflecting upon it, there was no reason for casual conversation. It was time to get down to business.

"I did not request your aid solely based on your skills. I must confess I have an alternate motive to this meeting. I know how much of an enthusiast you are of secrets. "

Yes, there was one that they are both fanatically attracted to: Information.

Shockwave produced a data cube from his sub space and set it down on the console.

"Before the war, I was a member of the Iacon's top ranking research center. I managed to hack into their mainframe and made copies all of their sensitive records including all the research that every scientist that had ever worked there. All of their discoveries and top secret projects are imprinted on this cube."

Good, he had his attention now. "Are you interested? The records here are vast."

Soundwave ogled the data cube with suspicion and interest. "In exchange for?"

The query Shockwave was waiting for. Anyone could see that something like this wasn't freely given.

"Consider it a simple trade of commodities for services. I desire to give you a physical examination and probably interfacing with you as well." Shockwave said basically, as if it was a simple task like opening a door for him.

His red visor took on a slight glow, emitting something along the lines of surprise and amusement. After a moment of thought, Soundwave responded. "When the work is finished, you will have your answer."

Shockwave agreed. Without any objections, they worked side by side on their assignment.

At 47.451% completion of said assignment, Shockwave spared a glance at Soundwave's station. His speed and skill at the controls were astonishing. His fingers moved so masterfully and so gracefully without any error. Without notice, Soundwave's hand passed over his on the control panel. Shockwave jerked somewhat in surprise. His optic met his visor and there was a hint of a meaningful smirk behind that mask of his. He pressed a sequence of buttons on Shockwave's side and his hand retreated back to his station, brushing against Shockwave's hand once more.

Shockwave's antennas involuntarily twitched.

Little things similar to that occurred throughout the remainder of their work. Unexpectedly, anticipation was swelling in Shockwave. Patience have always been one of his strong points, however, time seem to pass slower than normal. The odds of Soundwave accepting appeared to be very high.

"Assignment--completed. Program--uploaded to Nemesis. "Soundwave said.

"Well, what will—"

Shockwave was caught him by surprise when Soundwave suddenly drew close to him. He appreciated the straightforwardness but this was a bit abrupt. The Communication officer hands came forward and caressed his chest armor and a pulse radiated from the fingertips. The vibrations that he made… It had an enticing effect.

Excellent… Soundwave accepted the proposal. He tried to reach up to grasp him—to draw him closer. To allow his fingers the reach into him and stroke those fine lines and components.

Apparently, Soundwave had other plans… he gripped his arm and with loud bang it was forced back against the console.

"Offer—Declined." Soundwave said coolly.

Declined? Then why he was touching him like this?

Soundwave fingers traced the Decepticon insignia impression on his shoulder. "How come?" Shockwave questioned, struggling to overcome his mild confusion as Soundwave's hands continue to manipulate certain areas of his form.

"Inadequate. Higher offer required." His voice droned into his audios.

So the negotiates had begun. Shockwave knew it was peculiar that he didn't ask for the files beforehand. Soundwave wanted more. However, he stood his ground; it was unreasonable to propose anymore.

"This deal is heavily uneven as it is."

"Is it?" the pulse increased in strength. Shockwave's legs jerked and he forcefully lowered the volume of his vocalizer before he made a spectacle of himself by moaning aloud.

Control. He must regain control of this situation. "Think about what you have to gain. It's just interfacing. It means nothing." He said thickly.

"Suggestion-- do it with your drones as usual."

Shockwave's optic brightened in surprise and Soundwave's visor glowed once more this time in gloating delight.

Shockwave recomposed himself --his response--aloof.

"I see. Megatron has you monitoring my activities here as well."

"Negative. Decision---mine. Fascinating what someone would do when he thinks no one is watching."

Soundwave's hand traveled downward--- dexterous fingers ran over the ridges of his torso. The pulse teased the wiring behind the armor. He felt his interfacing cords stir impatiently.

Finally, he asked, "What do you want?"

Shockwave sensed a glimmer of victory from Soundwave. "Nexus project—desired."

That was yet another surprise. That was a private project; no one knew about it besides him… or so he thought.

Oh, the temptation. Soundwave was probably the only one on this base, maybe all of Cybertron that would recognize and appreciate its brilliance despite its extremes. But he wanted it for his own--The credit-- the benefits it would reap. He has been working on it for many stellar cycles and was not prepared to give it up for a fleeting moment of gratification.

"No…I refuse to submit to your terms. My offer remains as is."

Soundwave gave a murmur of disappointment that sounded like low rumbling thunder and his hand slid down to its goal: Shockwave's codpiece.

"Positive?" Soundwave stared daringly at him, as if to say "last chance". Shockwave focused his solid will and stared sternly back. After a long moment, Soundwave shrugged and backed away, leaving Shockwave unfulfilled. He punched in commands for the Space Bridge and turned to leave.

"Offer— lacking." He said with a spiteful edge to his monotonous voice and looked back at Shockwave with what could be interpreted as disdain, "Unworthy of my services."

The Communication Officer entered the space bridge, doors shut and the teleportation process began.

There was an odd fizz in Shockwave's processor and his left antenna flicked. On an unexplainable impulse, Shockwave pointed his arm cannon at the controls. He can destroy it and Soundwave would be lost in the vastness of space. What was there to gain from that? If he did it, precious time would be lost in rebuilding the computer and the Decepticons would have lost a vital, talented spy. Such an action would be irrational. He made a mental note to get his processor check out soon. There had to be a glitch.

He settled back down at the controls and he noticed something odd.

_Where is that data cube? _

It was gone!

Soundwave! He—he … blast it!

-/-

At the unknown planet labeled X838, several hundred voices cried out in terror and were effectively and neatly silenced. The frequency-decoding program flawlessly worked. As soon as the shield fell, their troops swooped in and annihilated the inhabitants.

Obstacle—exterminated and Autobot detection—avoided.

Mission –successful.

Mining and research was underway and it will be some time before samples of the ore will be prepared for Shockwave's research. So work, for now, was finished.

Shockwave sat alone with his controls and monitors once again. It was palpable that Soundwave had no intentions of interfacing with him no matter what his offer was. He teased him for amusement and he used that taunt as a ploy to steal from him as well.

The attempt was an utter failure.

He wondered why he could still feel Soundwave's fingers on him. A soft musical hum reverberated in his audios.

"Drone #679, Report to me." He called.

"What-is-your-order-Mighty-Shock--?"

"Program #47-3."

He was not resentful. Resentment is an emotion. Emotions are beneath him. There was no way he was going let the incident with Soundwave break his routine. The drone went through the ceremonious steps to achieve its owner's satisfaction. Shockwave's optic went offline and he wondered if Soundwave was watching this or not. None of his minicons were here. So there must be camera drones hidden somewhere. Come to think of the minicons, this may have been what Rumble and Frenzy were snickering about that time ago. Soundwave shared many things with them. Taking pleasure from a drone must be looked down on and is probably considered pathetic.

Any other mech would have felt embarrassment and ashamed. Shockwave wasn't like the rest of the Decepticons. The trivial thoughts of ours matter little to him.

"'Unworthy of my services.'" He repeated Soundwave's words.

That only meant one thing: he was unworthy of Soundwave. This lead him to question what was worthy of Soundwave's services. The Decepticon cause? Megatron?

One thought lead to another.

"Illogical. I am inferior to no one on this base, even Megatron."

Yet Shockwave saw no reason to take his place as leader. He had plenty of liberty with his experiments and that what matter the most to him at this point in time.

Besides, Megatron was doing an adequate job thus far; things ran smoothly under his command, troops followed him into battle and his viciousness was both admired and feared. Shockwave was astounded by how far brute force and charisma can take one in this universe. Shockwave gave Megatron credit for creating the Decepticon organization; otherwise, they would be independent syndicates causing mayhem without any real focus. Megatron was the cog that kept the great machine that was the Decepticon army running. Shockwave might say that he respected him but his loyalty does have realistic limits.

As long as the orders were within the realm rationality, Shockwave will follow them without question. On the contrary, if Megatron fail to function properly as that cog, well, it only made sense that broken parts should be replace. The most capable among them should take his position, i.e. Shockwave himself. According to his observations, Megatron's emotion fueled ways will lead him to ruin.

He shall watch him and be ready when Megatron miserably slips and falls. He will take the position of leader by force if necessary.

…

And having the brilliant Soundwave as his second-in-command will only be a congenial by-product of his raise to power.

TBC

A/N: and we all know what the Decepticon Leader's second-in-command is really for. X3


	2. Chapter 2

-/-

To his distaste, Shockwave saw he was scheduled to work with Soundwave the next solar cycle. Soundwave was already at the controls when he entered the control room. He walked up to him and he spoke, "I require my data cube back."

Soundwave didn't even bother to look at him. "What data cube?"

The audacity … why was he asking for it back anyway? He had copies of his own and asking for it back was futile assuming Soundwave had already copied it. Shockwave didn't bother saying another word as he sat down at his station to start work. He barely got a file opened when Soundwave made a pained sound that startled him.

"Mild malfunction," he toned hurriedly, "Minor repairs required. "

He opened a panel on his side and Shockwave's optic was immediately drawn to it, a bit too eager to scan it. Oh, that circuitry and that wiring …Everything was perfect, ingenious and…gorgeous. Then Shockwave realized there was no malfunction… Soundwave was flashing him! His gaze drew to his face and Soundwave was staring right at him, his red visor glowing victoriously.

How… how…unprofessional!

He was about to confront him when Megatron and Starscream came marching in.

"Shockwave, that report!"

"Yes, Megatron."

He rose and handed him the datapad. While Megatron was grumbling over the report and Starscream was off somewhere else in the room doing… whatever he does, he looked over at Soundwave. His panel was sealed up, and he appeared silent and composed as ever.

Shockwave clutched his fist in frustration. He decided to overlook it. Eventually, Soundwave will get bored with teasing him.

Over 10,000 stellar cycles later… Soundwave continued openly tease him in public. These gestures and signals were insignificant and practically invisible to the others around them, but to Shockwave… they all stood out as red flags. All this was inexcusable ….unprincipled and not worthy his attention. But why did he join in this game Soundwave playing with him? Each time Soundwave managed to trick him into looking at him—paying his attention to him. It could be that he was over analyzing everything, but then again Soundwave know he would over analyze.

Yes, there was that pesky telepath factor. Soundwave would hear every thought in his processor and took some form of glee in it. Shockwave knew he felt his irritation and tease him further. Stellar cycles passed with his visor glowing conceitedly at him.

-/-

The never-ending war between Autobot and Deception still raged and the situation did not fare well for the Decepticons. Their resources were spread out too thinly; not enough troops guarding important points of their territory. These were too many openings and chances for the Autobots to take advantage of. On top of that, the CR Chambers were down—again! Now even the small injuries were setbacks. Starscream had some spat with Megatron and left, taking the whole Seeker fleet with him. This Seeker revolt was giving the others dangerous thoughts. The idea of mutiny was budding in some of the lesser troops' CPUs. Lastly, the Autobots recently acquired a new leader: Optimus Prime.

In all this Shockwave felt awfully ignored. All the suggestions he made were bluntly disregarded. Why was he prompted to Military Operations Commander if no one listened to him! The position didn't grant him anymore power just more work and it was pointless work if no one bothered to look at it.

Nevertheless, he continued his work, hoping for some kind of breakthrough. He checked over the report he composed for Megatron as he stroll down the corridor to his throne room. By chance, he walked by the repair bay and what he saw made him stop in his tracks. Soundwave was sitting on one of the operating tables with an arrangement of tools around him. His minicons loitered around the room, watching and waiting.

This was the first time-- in over 10,000 stellar cycles—he had been this close to him with no superiors or subordinates (minicons not included) around. He saw that his arm was limp from the damages that his shoulder suffered and he was fruitlessly trying to do repairs with the other arm. He stared at Soundwave from the entrance way and he stared right back him. He had some time before he had to report to Megatron. He can take care of this…

Forebodingly, Shockwave stepped closer to him and he took a tool from a nearby table. Soundwave was on guard and so were his minicons around him. At the sight of this, Shockwave wearily sighed.

'_Do not think so trivial of me.'_He thought, knowing Soundwave would hear him anyway.

Soundwave's suspicion settled some and he regarded him silently for a moment.

"Allow me." Shockwave said insipidly, looking at the damage of his shoulder.

The minicon called Ravage snarled at him but Soundwave raised his hand to call to him off. He looked back at Shockwave steadily, reading him probably. At last, he nodded, accepting his help. Shockwave carefully grasped his arm and estimate the damage.

It was silent--Not a word was exchanged as he worked. Soundwave's minions continued to guardedly glare at him. Shockwave deduce that they would pounce on him if he gave off any notion of harming their master.

Soundwave ended this silence when he told him, "Your reports--- I have scanned them."

"Is that so?" he said mildly, so he hadn't gone completely unnoticed. "What is your opinion on them?"

Soundwave turned his head and gazed at him, calculating the proper words. His visor took on a different glow than the ones that mocked him all those stellar cycles.

"Satisfactory. No…Correction…An excellent solution."

"I…I am finished here. I must go-- Megatron is waiting."

Soundwave inclined his head gracefully in acknowledgement, "He should listen to you."

Shockwave's antenna twitched slightly at his words. Indeed. This was Megatron's last opportunity to turn the situation around.

-/-

Megatron was on his throne, brooding. Shockwave vocalized his report but it was quite obvious that Megatron wasn't listening.

"Prime is my only problem." He rose from his throne and walked passed Shockwave as if he wasn't even there.

'_Not this again.'_Shockwave thought.

Must they go around in circles with this Prime obsession? The two had what others might call a legendry fight. It ended with a draw that bothered Megatron beyond reason. There were other matters to attend to. Shockwave needed his stamp of approval before he can proceed. The data tracks and the reports he had sent him--did him even look at them! Shockwave took a peek at Megatron's computer while he was gone. On the screen he saw his files, that he had so carefully researched and wrote, were just piling up unopened. His advice went unheeded and there were whispers of mutiny in the ranks. Everything was deteriorating and if nothing was done, it will go beyond repair. Enough was enough.

-/-

Megatron was having a rally with the army over today's combat plan. Shockwave listened with his arms judgmentally crossed. Megatron's plan…was a load of nuclear discharge. What egocentricity and recklessness! He just wanted a rematch with this Optimus Prime.

This will not do.

Shockwave stepped forward reluctantly. He did not want the job but logic dictated so that he should rule.

"Megatron. I cannot allow our current state to progress any further." he said with a commanding tone that was designed to be taken seriously.

"What the pit you are going on about? We attack at sunrise!"

"This frontal assault is a huge waste of our might. We have more pressing matters."

Megatron stalked forwarded with a menacing aura. Well, intimidating to anyone who wasn't Shockwave. He sensed the other Decepticons backing away as their leader approached. Shockwave tranquilly stood his ground. His leader's face was now mere astro centimeters from his own.

"Do you wish to challenge me?"

With an unwavering gaze, Shockwave said, "As a matter of fact, I do."

Murmurs broke out among the crowd. "Shockwave's lost it." "Ten energon cubes on Megatron!"

His leader glowered at him then his face crack into a smirk. Megatron darkly chuckled. "Good. I could use a warm up before battle. Everyone, stand back!"

It was difficult but hardly diverted from the scenario Shockwave mapped out which took plenty of research. Megatron's recordings of his fights as a gladiator to the Shockwave's present day observations were most useful. His style hasn't change much at all over the stellar cycles. Disappointing, he had suspected more from him.

Perhaps Megatron underestimated him. How so easily he forgotten that he was a trained soldier long before he was scientist. Shockwave made him pay for that error.

From the way he held his arms to the manner he shifted his weight on his feet, Shockwave could foresee what was coming and counteract it. He left room in his calculations for improvisation when needed. He attacked the vitals… limited his movement … disarm him…et cetera. He, unlike Megatron, made no error.

After a reasonable amount of time and effort, Megatron fell.

Shockwave kicked Megatron's body onto his back and scanned him.

"Hn, stasis lock." he noted. "Constructicons, dismantle him. Leave the head and the fission cannon with me. Scatter the rest."

Did everyone transformed into imbeciles by the sheer fact that he won? They stood there with irritating, dumbfounded looks on their faces.

"What are you waiting for? It is an order!" his voice heavy with authority.

"Uh. Right away, Shockwave". Scrapper motioned for his comrades to assist him.

Triumphant, Shockwave gave his first order as leader to the crowd. "Decepticons, return to your duties. Expect to receive files of our new agenda 12 mega cycles from now. Am I understood?"

"Err…um...Yes, Shockwave!" they choired and started to file out of the hall with amazed murmurs. The last to leave the hall was Soundwave. He stood there, silent and unreadable. Was there shock? Anger? Or was this merely indifference? Shockwave did not care. He watched as Soundwave at last turned and left.

-/-

Shockwave was appalled by how things were organized in Megatron's quarters which were technically his quarters now. How did he ever get anything done?

After getting some things in their rightful order, he patch into Soundwave's com-link.

"Soundwave, report to me. _Alone_." This meant, "No minicons. Period."

He wondered how Soundwave was handling this transition of power. If he was displeased with his leadership, there was always the option of leaving. He knew Soundwave's wiser than that, especially, with the world wide energon shortage. A concern Starscream should have put into foresight before he left. His troops must be near empty by now. Shockwave calculated Soundwave's concern for his minicons as well. He knew he wouldn't bear to watch them fall into stasis lock from the lack of energy. Regardless of all that, Soundwave's dedicated to the Decepticon cause.

Conclusion: He will serve him.

The doors slid open and Soundwave entered.

"Ah, Soundwave, I will be with you in moment." Shockwave took his time finishing the agenda. Half way though he noticed Soundwave's visor was focused on Megatron's head on the control console.

"Oh, that," Shockwave lamely muttered, "I find the visual appealing to my sensors somehow." He put the datapad aside and beckoned Soundwave to come closer. "Soundwave, I think you can guess why I have summoned you."

Shockwave rose from his seat and approached him.

"I would like to offer you the position of my second-in-command. You are very capable and valuable. Any position below this is unfitting of you. "

"You have my appreciation." Soundwave toned.

"So…do you accept my offer?"

Soundwave's visor explicitly dimmed.

"Affirmative…" he finally said.

"Excellent."

There was a gap in his schedule—free time.

"Do you know how long you have teased me, Soundwave?" he said as he moved slowly around his new second-in-command, looking over the particular points of his body that interested him the most.

"Exactly 10,231 stellar cycles, 8 decas and 14 solars." He documented every single sly taunt he flung his way.

Shockwave stepped forward, forcing Soundwave to step backward until his back was against the console behind him. Shockwave reached for his shoulder and he carefully unlatched the shoulder cannon and set it aside. Then rested his hand on his torso and he stroked the pristine blue metal.

"Open," he commanded, being quite clear of what he wanted. It was a command from his leader; Soundwave could not deny him. Soundwave gave a weary, defeated sigh and the armor plating was shifted aside and Shockwave once again saw the deep inner workings of Soundwave's form.

_What splendid structure, _he mused and his gaze absorb in the sight, trying to memorize the way his components connect and intertwine. Inquisitively, Shockwave's large hand slipped inside and gingerly grasped one of the cables, thumbing it slightly. This provoked a little jerk and a shudder from Soundwave.

It had been so long he wanted see this—touch this—examine this. All those stellar cycles of Soundwave flaunting himself steadily wore at his temperance. He stroked the cord more firmly and Soundwave's tremors were his reward for his undying patience.

Soundwave grasped his hand and his body arched to his touch. In a fleeting thought as he gazed at Soundwave's masked face, Shockwave envisioned Soundwave's features. Free from the visor and mask, he imagined his optics dimmed and lips parted in pleasure. His second-command's hand brushed against his hip but Shockwave grasped his wrist and forced his hand against the console.

"I advise that you remain still." Soundwave was here for his use and enjoyment not the other way around.

Soundwave gazed at him with some sort of disappointment and lowered his other arm.

He opened up his panels and he pressed himself against him. His interfacing cords snaked their way into Soundwave, seeking his ports. Shockwave connected to him with a sound click.

Soundwave spasm and his fingers dug into the edge of the console. But he remained obedient to his order and faithfully kept his hands to his sides.

Oh…This was so different that his drones. Soundwave let out a cry that was a mixed of a gasp and grunt as Shockwave's cords thrust more firmly in his ports, sampling his unique energy signature. He allowed its currents to flow over him and simulated every part of him form. The amount of wonderment that Soundwave's body possessed always bewildered him.

Overload came rather swiftly for Shockwave. Close to drained, he was motionless for several hundred astro seconds as Soundwave anxiously writhed against him, as though he was yearning for more. The pleasant buzzing sensation subsided in Shockwave's sensors and frame.

_Well, that was …invigorating, _he thought.

With free time over, Shockwave disconnected from him and went back to his screen and its display of data and stats. There was important work to be done. No time to waste.

It was a shame he had to cut the session short, but he had inventory to check and data tracks to look over. His main concern was cleaning up the big mess Megatron made of the organization.

He looked over to his second in command who was still leaning on the console for support.

"Soundwave, you are dismissed."

TBC

Outtake:

Soundwave:…

Shockwave: What?

Soundwave: That was it?  
Shockwave: What are you implying?!

Soundwave:…

A/N: This will be somewhere between weekly and bi-weekly depending on how much trouble the chapter is giving me.


	3. Chapter 3

-/-

"This is pointless, I'm telling ya," Long Haul whined as the Construticons walked towards Shockwave's throne room for their appointment. "Ya know he's just gonna have us building the same old slag Megatron did; jamming towers, border blockages. The same old slag!"

"There's no need for pessimism. With a new leader come new opportunities," said Hook stiffly.

"He's right. Shockwave's no Megatron, that's for sure." Scrapper said what he could only hope for.

"State-business." One of huge drone sentinels at the doors demanded when they arrived. Scrapper quickly told it and it stepped aside. "Acknowledged--Enter."

Alone, Scrapper stepped forward into the spacious throne room. He was oh-so lucky that they all agreed that he should do all of the talking. Shockwave was sitting alone on the high throne; his optic followed him as he approached. Scrapper kept his head down, wishing he wouldn't stare like that. Standing before his feet, at last, he looked up at his leader and carefully tuned his vocalizer.

"Allow me start off by saying that we're very grateful your time, Shockwave, sir." He started off smoothly, "What I am about to show to you is grantee to revolutionize the way we kill Autobots but that's not all, it will also---

"Silence." His frigid voice cut him off and Scrapper nearly gagged on his next word, "Let your work do the speaking. Hand the datapad to the drone."

Already this wasn't going very well. He had a whole presentation planned and he felt so vulnerable without it. "Of course."

An assistant drone took it, went to the throne and it held up to Shockwave's optic level and his new leader looked through the files.

Scrapper felt his motors spin anxiously when Shockwave paused and lingered on one of the files longer than others. He knew what it was. It was the one problem that held this project back. What was he thinking? If Megetron could spot it, how could he expect Shockwave to overlook it?

"Well, that is a problem," Shockwave said more to himself than anyone else in the room and started typing on the datapad.

"Um, sir?"

Shockwave turned his head and his single optic bore down on him.

"This was rejected a number of times, was it not?" he asked him.

"Uh, yes,"

"Hmn. Apparently, you presented this when I was absent. This needed some modifications but they were minor enough. Congratulations. Your project has been approved."

The assistant drone handled him back the datapad and he looked at it. Scrapper was so stunned he barely managed to stuttered, "Yes, thank you Shockwave, sir!"

For stellar cycles, this was their dream project. Megatron turned it down so many times because it consumed too much energy but Shockwave changed them. He got rid of that problem with a few modifications. Amazing! Neither he nor Hook would ever thought of that. Finally, a leader that knew what he was doing.

Several bleeps came from the assistant drone and it muttered to his new leader. "Mighty-Shockwave. Update----The- subject- is-ready - for- your- observation. "

"I see, excellent. Constructicon, it is time I take my leave."

Scrapper bowed and he gushed out even more thanks as Shockwave stepped down from his throne and exited into the corridor that led to his lab.

-/-

Combat this solar cycle was rather tedious and unchallenging. An attack on an Autobot bunker was successful and several high power weapons fell into Decepticons hands. It was elementary to catch the Autobots by surprise since they were so conditioned to Megatron's tactics. Information was traveling rather slowly and they were not aware of Megatron's fall. Shockwave preferred it that way--The more confused Autobots were the better. His focus, for the moment, was on crippling them by attacking and seizing their resources such as weaponry, repair supplies and energon--weakening their forces while strengthening their own.

The solar cycle was coming to a close and there were plans for several attacks early in the next in one. He punched in the code for his lab door and entered while griping about how limited his private time now was. Many of his experiments had to take a sullen place in storage.

"Energon…" the test subjects feebly moaned and their grasping hands reached through the vents of the dungeons, "Please, give us fuel."

Shockwave could've sworn he heard something as he walked by and entered the main sector of his lab. Managing his time perfectly, Shockwave set aside enough to indulge in one project. He turned on his microphones and cameras and began his log.

"Project #0287--Session #12-- Subject:…." Shockwave turned on the lights over his operating table to reveal his faithful second-in-command was strapped on it. "Soundwave."

As he gazed at him with an analyzing optic, his hand passed over the points of his crown-like helm then traced the gold border of his chest compartment. Soundwave was not an impulse selection for his second. It was done strictly by his résumé. It just so happened that he had interests in his physical aspects as well. For the pass deca-cycle, every moment of leisure time was spend exploring Soundwave in every way possible. Carefully, he opened Soundwave's panels and started their session.

"What is the function of this, Soundwave?" he said while stroking a unique and apparently sensitive component. He preferred it if he did not answer him or talked at all as a matter of fact. Always in tune with his wishes, Soundwave remained silent. Instead Shockwave felt him quivered and he watched him turned his head to the side and his hands twisted restlessly in the restrains. Shockwave continued his examination and he observed every subtle response; his twitches, and his stifled moans as he touched, stroked, and prodded him here and there. The internals were warming up beneath his touch.

Spark pulsating…Overheating….His reactions were most…appealing and they deserved a more indent study.

Shockwave was cautious as he climbed on the table and over him. In no such manner he desire to damage Soundwave with his superior weight. Somehow he knew he would be bothered if he did. Upon locating his interfacing cords and his ports, Soundwave's body tried to arch on the table but the combined elements of Shockwave's weight and the restrains kept him immobile.

For the new Decepticon leader there were two Soundwaves. There was one for work and one for physical stimulation and he was determined to never have those two cross. In spite of these sessions, there will be no special treatment for Soundwave. If he failed him at anytime, he will punish him accordingly. Fortunately, that situation never came to pass. Soundwave was successful with every task presented to him. Shockwave didn't have to give an order. His second in command naturally knew what he needed done.

Shockwave unlatched a restrain from one of Soundwave's legs. Bending it at the knee, Shockwave lifted up the leg for better access to his opened codpiece. His cords sank into the ports and Soundwave's hips rocked against his. This was exactly the relief he needed. He made a excellent choice for his second.

_So efficient … So obedient …so much like my drones, _he thought nonchalantly.

Soundwave's red visor flashed and his hands curled into fists.

"Shockwave," he spoke for the first time in all of their sessions.

Shockwave promptly ignored him.

"Look at me" he spoke again, sounding rather demanding this time.

"Quiet. I did not command you to speak. "

Soundwave lifted his head slightly from the table, his visor blazing. "Look at me. I want you to see me."

There was an odd little hiss of air and a tiny click that made Shockwave look up and gaped at what was happening before his optic. Soundwave's visor was retreating up and into his helm and his mask was splitting apart.

Soundwave's face was revealed.

His face had been somewhat of a myth for vorns. Autobots were quick to assume that behind that mask and visor that he was hideous and, unsurprisingly, many on the Decepticon side proclaimed the same. But a few—a very small percentage claimed to have seen his face and said that he was quite attractive.

The minority was right.

Like the rest of him, his face was nicely constructed. Shockwave was not surprised by this-- It was only logical. Why craft such a fine body and neglect the face? Shockwave, however, usually paid little notice to facial features and he was not easily wooed by them. But those optics…Behind that red visor, his optics were neither the fearsome Decepticon crimson nor was they the passive Autobot sapphire. They were an uncommon variety of gold-- so much like Shockwave's.

He held no interest in seeing his face before but now….

Shockwave ran his finger along the bridge of his nose. Soundwave's gaze was stoic as his fingers traveled down to his platinum white cheek and his thumb pressed against the smooth, pliable metal of his lower lip. Closely, intently, he pored over it. He studied it—almost fascinated that he had a face at all. Unpredictably, Soundwave took the tip of his thumb into mouth and tenderly nipped at it.

Shockwave hurriedly took his hand away.

"Put your visor and your mask back on this instant." He ordered-- he had no time for this nonsense.

Soundwave made wordless sound of discontent and spoke.

"I am not a drone." His voice was now smooth and rich, "Do not treat me as one."

Shockwave antennas stood up in attention. Such a voice…

"Shockwave! Astrotrain calling Shockwave." The triple charger's radically less pleasant voice intruded over his comm-link.

Shockwave ignored him. This was his time; no one had the right to bother him. But he called again.

"Speak." Shockwave said at last reluctantly. "This better be urgent, Astrotrain. You know that I am not to be disturbed at this time. "

"I-it's Starscream, sir. He's right outside the gates with the rest of the seekers. He wants to talk."

Leave it to Starscream to ruin a fascinating moment.

Soundwave made a soft dissatisfied sigh as Shockwave disconnected from him. The Decepticon Leader sealed himself up and headed for his monitors.

"Greetings, Starscream." He gave his salutation through his projected image.

Starscream made a dismissive 'pft' noise when he saw his hologram. "I don't want to talk you, Shockwave. Put Megatron on."

"Megatron is no longer functioning. I have defeated him in one-on-one combat; therefore, I am the new leader of the Decepticons."

Bewildered murmurs broke out among the seekers. Starscream's stunned face settled and his lips ticked into a tense, fake smile. "Well…allow me to be the first of the Seekers to pledge my loyalty to—"

"Please. What makes you think I would accept deserters into my ranks?"

He punched in the commands for the fortress defense cannons to take aim at the Seekers and his trusty sentinels quickly surrounded them. Their weapons were drawn and ready.

"All of you have five nanokliks to vacant this area. Five…"

"Starscream…" Thundercracker groaned worriedly.

"Four…"

"Y-you can't do this to me!"

"Three…" the conehead Seekers already flew off. Hn, so they do have functioning processors after all.

"Two…"

"I'm Megatron's second in command!" Starscream screeched like it would matter.

"One…"

"The Decepticons are rightfully mine!" The cannons charged and the sentinels raised their guns. "Shockwave!"

"Zero. Open fire." Shots rang out and flashes of lasers filled the vid footage Shockwave was viewing.

Starscream shouted at full volume, "Shockwave! You fragging pile of scrap! You---"

Shockwave shut down the monitor and through his com-link he gave Astrotrain a strict warning not to interrupt him for such rubbish again. When he turned and saw Soundwave sitting on the edge of the operating table-- free from the restrains.

_How_…?

"Impossible." Shockwave reproached the table.

Soundwave smirked and his legs dandled mischievously over the edge of the table.

"Lie back down." Shockwave ordered.

"No." Soundwave disobeyed him with a small teasing smile on his lips, "You can force me if you want it bad enough."

Soundwave's speech patterns changed. Most confusing…

"I have no desire to damage you. Do not tempt me. Lie…back…down." Shockwave said the last three words firmly and clearly as though he concluded that by some rare probability that Soundwave had become hard of hearing.

His second in command gazed up at him and his optics glittered. Soundwave grasped Shockwave's wrist, he rose up his hand and pressed his cheek into the palm of it.

"It has been so long since I had my face exposed." His optics dimmed although relishing his touch, "I thought you would enjoy seeing something so rare." Impish spark danced in his optics as he guided his leader's his hand to a lower area on his body and the fingers tucked into a crevice inside of him.

"There," he instructed him.

Shockwave glowered --He was never in the mood for defiance even of the playful sort but, admittedly, he was intrigued by this shift in demeanor. A little variety in their sessions held no harm as long as he remained in control. Shockwave wiggled his fingers' in the crevice and Soundwave's optics flickered wildly and thrust his body to the touch..

This startled Shockwave at first. He had never seen such a reaction from him before. _'What is this?' _he thought.

"Something you've been overlooking. "Soundwave answered him, prying into his thoughts--teasing him once more.

"Hn, do not be absurd. I have never overlooked anything." Shockwave stroke that spot again and another shudder rippled through Soundwave, "You should know by now that I am very thorough. What are you trying to prove with this?" he demanded.

"I'm showing you what it means to be intimate with me." His hands roamed the ridges of Shockwave's torso "Open. Allow me to examine you."

Opening himself to him will make him extremely vulnerable. His vital wiring and components will be expose to his touch—to damage. How dare he ask of such a thing of a superior?

"Do not think that I can be easily persuaded." Shockwave said, ominously pointing his cannon at Soundwave's chest compartment.

Soundwave idly looked down at the cannon and then his gaze met his again. Shockwave could not look away… There was something unsettling about seeing his face. Those optics were more knowing than that glow of that visor.

Soundwave rested his hand on the barrel of the cannon. "Forgive me if I offended you. You are my leader, Shockwave. Anything that you require of me… "His hand run along the length of the cannon, "…anything at all…I am yours to command." His deep voice was commanding and submissive –Powerful and humble all at once. It was like an invisible hand reaching into his processor and warmly stroking his thoughts.

The situation was diverting too far his normal routine but…

Perhaps…he overreacted…Perhaps… he had been unfair. He still had dominance over him. If Soundwave did something strange, he will end this session and invest in better restrains for the next one. On a whim he open himself to him.

Soundwave looked down and momentarily stared at the components of his chest and torso . Shockwave's optic wandered over his second's inquiring face and he wondered what he thought of him. Regardless of being rather old, he had kept his body up to date and beyond with advancements of his own.

Soundwave's hands reached inside of him and delicately began to stroke his cords and lines. Shockwave recognized these touches. This was the same routine his drones took. Of course…. Soundwave was watching him after all…

"Yes, I was, Shockwave …and those drones must be very crude, systematic--"

"I designed that program." He said, not feeling insulted. He was purely stating a fact.

Soundwave slightly shrugged. "My apologies. But it's more proof of how bored you are."

Then he took a route that his drones never did. Soundwave's fingers taunted and coaxed a spot somewhere inside of him. The sensitivity in that area was outrageous! Shockwave leaned forward, trembling and gripping the edge of the table. His optic found Soundwave's face again and there was a serene smugness playing on his features.

Shockwave had enough of this. He grabbed his leg and yanked his body to his. "We are not intimate," he felt the urgent need to remind him. "You are my second-in-command and your function is to do my bidding." He forced his cords into him and Soundwave grimaced and grunted in pain.

Shockwave paused.

Was he hurting him all this time? Shockwave felt a foreign need to apologize but why should he? Apologizing was something to do when one committed an error. He was infallible in his logic. There was never the need to apologize.

Soundwave grasped his shoulders. "Slow down… Pace yourself. No wonder you burn out your drones. Lower the charge." Without processing it, Shockwave obeyed.

The pulse between them slowed and Shockwave felt a pleased quiver in his second's frame. "Yes…" Soundwave whispered. Then he leaned forward and he murmured silkily into Shockwave's audios. "You're always in such a rush and you stop when it's just getting good. Are you afraid of losing control?"

He wanted to say something in retort but he forgotten what it was and soon he realized he was incapable of speaking. Soundwave was doing something rather odd with the energy channeling between them.

"More…" Soundwave bucked against him. He was dazed by how eager he was to oblige.

Oh… how was he doing this? Shockwave shuddered and clutched him tighter.

This sensation…was going beyond what Shockwave experience in of his vorns. It was although everything vanish and the only that matter in the room was Soundwave.

Shockwave came back online in an idyllic haze.

_What…happened?_ Shockwave tried shifted his mass to the side and was surprised to see an unshackled Soundwave beneath him--offline. Shockwave came aware of how…open he was. Hastily, he checked his insides and his components and was relieved to find everything was functioning and accounted for.

"Did you think I was going to steal your stabilizers while you were off line?' a smooth voice said.

Soundwave was back online, his gold optics were watching him amused. Shockwave closed his panels and austerely stared back. "You have stolen from me before or have you forgotten?"

"You insulted me," indignation rumbled in Soundwave's deep voice and his gold optics flashed, "What would have you thought of me if I gave myself up for a data cube?"

"No different than before. It was an exceptional trade."

The tenseness left his face. That smirk made an appearance again and he….laughed.

He had heard Soundwave laughed only once before and it through that monotone of his. A few thousand stellar cycles ago, Starscream challenged Megatron only to trip and belly flopped onto the floor moments later. All the troops laughed and Shockwave thought it was ….understandably comical. Not to the extent to submit to laughter but Soundwave, however, did. It was such an otherworldly sound coming from him. He could not believe his audios. When Soundwave caught him staring at him and he immediately stopped although embarrassed by it. Now his voice no longer distorted, it was even more alien, strange and …and quite elegant actually.

Soundwave's blue hand touched the side of Shockwave's head and his finger traced up his antenna tauntingly. "Fair trade? Really, Shockwave?"

Shockwave stared, wondering what this being before him was. This wasn't the cold silent Soundwave that he admired from afar. This was the one that teased him all those stellar cycles!

"Enough of this," Shockwave grabbed his hand and yanked it away. "You are dismissed!"

Soundwave sighed and his visor and mask slid back into place. Once again, he spoke in monotone.

"As you command."

-/-

Deca cycles later….

The connection was poor but secure and this transaction had to remain as discreet as possible.

"Please, I-I'll pay you whatever you want." A 'bot on the static filled screen pleaded with him.

"Calm down, friend. You'll get your shipment." Swindle said with a half-chuckle at his anxiety.

Ah, there was no better time than war times for profitable business. Desperation and paranoia were always excellent business partners. Swindle didn't discriminate when money was involved. The citizens of Cybertron, Decepticon, Autobot or neutral were merely customers in his optics.

This poor neutral caught in the middle was in market of hardening up his home security. He saw no problem helping him out for the right price that is.

Onslaught stomped his way into the room. Swindle quickly closed the vid link before his group leader saw what he was doing.

"Swindle, Shockwave wants to speak with you." He said in a tone that was not meant to be argued with but Swindle took his chances anyway.

"It's that report, isn't it? This is like the _third_ time I've done this. How come _I _have report to that cyclops?"

"You're the one with the least to hide."

"The least--! What about my business?"

"Ah, yes, it's good strategy, Swindle. Your precious business is all you can think of and that's the only thing Soundwave with pick up on. You know what we're doing and we can't afford to be discovered, especially by Shockwave. Now, stop being petty and get going!" with that Onslaught shoved the datapad in Swindle's face.

"Fine." He resentfully took it and left before Onslaught decided to throw him out.

Shockwave ran a tight ship. He required a written and verbal report from a member of each sub group.

"Identity--Combaticon—Swindle—you-are-clear-for-entry. "The sentinel at the throne doors stated and stepped aside. The Combaticon strolled to the center of the room.

Shockwave's face--if you could call it that-- stared down at him from the throne. His single optic blazed in the dim lighting. Was it just him or did everything was just colder in here.

Like always Soundwave was standing dutifully next to their leader. The only reason Shockwave wanted these reports in person so he could have that lap drone scan them. Swindle tried not to think of anything that would bite him in the tail pipe later.

"Begin." Shockwave ordered.

Swindle rushed through his report and when he was done there was an uncomfortable pause. Soundwave's visor flashed briefly and Shockwave's antenna lowered slightly.

"Very good. You are excused." Shockwave said with a lazy wave of his hand.

Well, that was quick. Swindle was grateful just to get out of that room. As he turned to leave, Shockwave spoke again.

"One more thing, Swindle. If you want to avoid a very unpleasant punishment, I suggest you return those plasma cannons to storage."

Swindle tried not to frown, "Yes, sir."

The door slammed shut behind him and he refrained himself from kicking it with Shockwave's cameras and sentinels watching.

This was becoming more and more frustrating. How was he going to embezzle anything with Shockwave watching every stat? With Megatron it was so easy to get away with saying that he "lost" some plasma cannons or Autobots took them. But nooooo! Shockwave wanted every detail from different angles before even considered believing him. Swindle sighed. He wanted Megatron back…

-/-

Shockwave entered his lab and saw Buzzsaw and Laserbeak were perched on top of his monitor. He did not mind and had long grown accustom to them. It was quite obvious that the two had developed an attachment to him for they were in his lab most of the time and nearly always accompanied him in battle. Soundwave's tiny spies were curious about his work and one of them would perch on his shoulder and watch quietly. They were more respectful than certain other pair of Soundwave's minicons.

"Something must be done about those Combaticons. Running their own agenda…how reckless." Shockwave muttered thoughtfully.

When Soundwave entered Shockwave dismissed the minicons and they flew off, leaving them alone together. His second move closer behind him, almost to an intimate range, and he pointed to a small virtually unknown opening of the city on the aerial footage on the screen that his minicons collected.

"Suggestion—attack from the side but have troops enter here." He spoke in his usual monotone.

"That area is guarded, Soundwave."  
"Solution-- Have spies plant bombs in city. Have them detonate nanokilks before our assault. The explosions will cause chaos. With so much happening at once, they will not notice our entry in that area. With our forces outside and within, we will have the city under Decepticon control before the end of the solar cycle. "

"Your suggestion will be taken into consideration, Soundwave."

"Understood." Soundwave said and courteously backed away.

Clever. Cunning. Oh, so cunning. He was far more talented than he first thought he was. The schemes and plans he crafted were masterpieces. With each combat plan, Soundwave offered constructive criticism. Not the whinny, nit-picking sort that Starscream would have done but sound judgment. He found debating with him was quite stimulating and Shockwave awkwardly realized why Megatron kept Starscream around. So precise and so professional, he never left anything to chance. As he had theorized, he was the only one worthy of being his second in command.

There was so much he did not anticipated from Soundwave. That other personality… That part of him that probably only his minicons witnessed. Shockwave had spent mega cycles pondering the differences between the two. The one he showed to the world was cold, condescending, and ruthless. While the one in private was--

"Shockwave." Soundwave's rich, undistorted voice said.

It snared Shockwave's attention and he couldn't help but turn his head to look at him. Soundwave was alluringly leaning against the control console. His visor and mask were gone and the panels his of torso and codpiece were opened. Unfazed, Shockwave looked back at the screen. Work came first. Besides, their next interfacing session wasn't for another 150,345,434,097 astroseconds from now.

Soundwave regained his attention with an audible moan. He turned again and saw Soundwave's optics were dimmed and his lips were slightly parted. Soundwave was stroking the lines of his inter structure. His fingers passed over a sensitive component and he admitted another soft moan. Shockwave didn't turn so easily this time.

He watched this display reflexively, thinking-- calculating…

Soundwave's fingers went lower and his gold optics burned into his, imploring Shockwave to touch him.

After thorough reconsideration … Being the Decepticon leader was _very_ stressful. He needed all the relief he can get.

TBC

I know…this is really, really late. X/ I should never make promises I can't keep! I have a couple of classes that are heavy on the writing and this got pushed to the back burner.

Sorry!

I have no idea when I will have the next chapter ready. Hopefully, it will be out sometime next month.


	4. Chapter 4

-/-

"Scrapper?" Hook said, looking over his group leader with his high def optics.

Scrapper paused in his welding work to look over his shoulder, "What is it?"

"Did you…_Polish_ yourself?" Indeed, Scrapper's metal plating was clean and had an extra shine to it.

"What, this?" he looked down at himself. "Oh, this is nothing." He humphed with a shrug and returned to his work on the building.

Normally, Scrapper would display the grease and muck of his work proudly, but this solar cycle was different. Shockwave was scheduled to check the progress of the fifth project he approved for them. The fifth! They never had such creative freedom when they were working for Megatron. Scrapper spotted a glop of grease on his chest plate and carefully wiped it away. It was only right to be presentable when Shockwave arrived. He also had something to show him and he only hoped he would approve.

Scrapper spared a glance at the blueprints of a new throne for his leader---just as a small token of thanks.

Scrapper was doing his best to hide his anticipation. Discussing plans with Shockwave was always a pleasure. His new leader was so insightful about everything and he was quite open to new ideas. Another thing that he liked about Shockwave was that they saw optic to optic about the schedule. Everything must be done on time, no excuses. Neat, orderly and perfect. But something was off this solar cycle.

"Shockwave's late." Scrapper muttered after checking what megacycle it was and checking again just to be certain he wasn't seeing things.

"What?" Bonecrusher hollered from the top of the ramp, "You're slaggin' me! He's never late!"

Concern pecked at Scrapper.

"I'm calling him." He pressed his com-link, "Scrapper calling Shockwave." He waited--no answer. A swell of panic bubbled in Scrapper's tanks. Was there an assassination attempt? Was he in danger? "Lord Shockwave! Are you there?"

"Speak." Shockwave's respond came rather stiffly a nanoklick later.

Scrapper's shoulders sank; he was relieved but somewhat embarrassed now. "Sir," he meekly said, "You were scheduled to meet us over five million astro seconds ago and –"

"Unexpected business has come up. I will be there momentarily, Scavenger."

"Err…"

"Shockwave out."

Stunned, Scrapper stood still for several nanoklicks, until Long Haul asked Bonecrusher. "Hey, what's up with Scrapper?"

"I think Shockwave just broke up with him." Bonecrusher laughed and the others joined him.

A wrench sailed through the air and slammed into Bonecrusher's face. "Hey! What the---!"

"Enough of that!" Scrapper's visor was all a blaze, "Get back to work! All of you!"

Meanwhile, Shockwave was handling that unexpected business.

"Shockwave." Soundwave gasped, echoing his name in the spacious quarters. This was session #209 for them…or was it #208. Shockwave lost count.

Whatever the count, it was plenty of time for Shockwave to get thoroughly familiar with Soundwave's body. Pain…such an easy thing to inflict. Shockwave could take a fistful of Soundwave's wires, squeeze and he would scream for him. But pleasure... that was a real mystery. At the slightest hint of discomfort Shockwave would reposition his hand and listen to Soundwave's groans smoothed out into soft purrs.

He had Soundwave against the wall and they were optic to optic with one another. Soundwave's gold optics blazed in the dim light. It became routine for him to remove his visor and mask during sessions. Shockwave found pleasure in watching his face during interfacing. He was engrossed by the tiny ticks that occurred at the corners of Soundwave's optics and lips. The way his optics dimmed as he found a sensitive spot and manipulated the right way. It was all so fascinating. Especially, whenever he did this…

He fingers tucked into a crevice and Soundwave let out a tiny cry. Shockwave was satisfied when he recognized that this one of pleasure --not pain.

Soundwave grasped him and pressed his form against him "Shockwave." He said again, slipping his hands inside of his leader and intently touched him with those skilled fingers. Shockwave held back his own groans and pressed Soundwave more firmly against the wall.

This odd little game for control during sessions went on and on. Finally, Shockwave managed to get it upper hand again, but he was still coping with Soundwave's demands. Insatiable, he was. But, it was still up to Shockwave to decide when they would connect. He will not yield to him. Not yet.

Soundwave's hooked his leg around one of his and moved his body forward. With his leg trapped, Shockwave wobbled. He lost his balance and fell backward onto the floor. When the rumbling vibration in his frame from the fall subsided, he saw Soundwave was straddled on top of him. He looked down at him as his fingers traced the lines of his chest. The moment of surprise had passed and Shockwave now gazed calmly at him from his new position on the floor.

The telepath's face was all short of a growl. No more waiting, the stare said. So impatient…Not like Soundwave at all. Shockwave inwardly sighed. Very well. The rest of the examination can be for another time.

Soundwave arched when they connected. The metal plating of their pelvises scraped delightfully together. Shockwave continued to occupy himself with the components still exposed to his touch, watching Soundwave rocked with each pulse he sent into him.

As the energy build to its max, Soundwave became very silent…his optics grew dark. He bit down on his lower lip, trying to keep the cries back. Shockwave had seen him do this many times. He must be close. This was the moment Shockwave choose to stop.

Soundwave powered up his optics to glared at him. "Shockwave."

Shockwave remain silent, idly coaxing a cord that he knew that made Soundwave shiver. That Soundwave did, but this was not the stimuli that he wanted.

"What do you want?" Shockwave asked of his partner.

Soundwave attempted to make his face as impassive as possible, but Shockwave recognized subtle quiver in his optics and the anxious twitches at the corners of his mouth.

"Do you want me to continue?" Shockwave asked as he sat up and their chests met.

Soundwave's hands slipped onto his shoulders, "Yes…please."

Shockwave's hand grasped his waist. "I have studied that technique of yours." That little thing Soundwave did sometimes—the way he channel the energy between them that made Shockwave so powerless against him. "How does my version fare?"

He gripped on a tighter onto Shockwave's shoulders as he shuddered. He tried to answer but instead he let out a sound. Wordless, melodious cries came from him. Vocalizing. His second in command had done this a several times before in rapture. So strange…he wondered if Soundwave was even aware he was doing this.

The song ended and Soundwave's optics went dark and he slumped in Shockwave's arms. Overloaded. Offline. Shockwave held him close and he allowed his fingers to play with the seams of his back. He gazed at his face and at his optics-- That gold color. How did Soundwave come across such optics?

The gold optics were popular in the region Shockwave hail from but that place was gone and only existed in history data tracks now. Shockwave never understood why optics like his and Soundwave's fell out of favor with creators after that period. All this made him wonder just how old Soundwave was.

Shockwave was created in a primitive and desperate time. Mechanisms would kill another for their parts or fuel. No one was safe. It was either kill or die for many. Shockwave was among a line of robots were designed to uphold order. As one of the latest in the line, he benefited from the corrections of flaws from older models. His intelligence and strength made him superior over all the rest. He was their best--the perfect soldier. Well… not quite.

A soldier must guard. A soldier must defend. A soldier must obey his lord with unwavering loyal no matter what. No matter what. He alone seemed to recognize what a pointless prattle it all was, particularly, if the lord was ranting lunatic. What fortune it was when he managed to free himself from such nonsense.

A wasteful, self centered mech his former lord was. He made so many mistakes--Things that could have been avoided with just simple common sense.

Other regions saw this weakness and they closed in, conquered them and the place he once knew was lost. The rest of his line died fighting to the very last.

That ancient program remained there, though--Buried deep in his processor. The passive life of a scientist never settled well with him, for his solider ways were forever forge inside of him and after all these vorns, Shockwave still wondered if he should have been among them in their last stand.

What an odd time to reminisce.

Shockwave caressed the smooth contours of Soundwave's face. It just had been so long since came across such optics. Soundwave reminded him vaguely of an intern that worked with him while he was a scientist at Iacon's research center. While the other scientists withdrew from him, the intern was eager to be near him. He was bright…quite beautiful but oh-so fragile. Shockwave valued strength as much as he did intelligence and Soundwave was a wondrous blend of the two. He was nothing like that intern. Why was he thinking about that frail thing now? It was unimportant. He was dead and gone…like so many things he knew were gone.

Soundwave's optics flickered back online. "Am I a distraction?" he asked.

Shockwave pressed his thumb lightly against his lips and said, "Certainly not. Everything is completed on schedule. Autobot demises are at an all time high and our territory is expanding."

A new sound rippled in the air.

"What is that?" Shockwave said

Soundwave gazed at him expectedly. "Do you not like it?" he said before his humbly casting optics downward.

So, this was Soundwave's doing. Music. Typically, Shockwave would prohibit such a thing but…This was of Soundwave's composition. The notes were light and perfectly measured—--designed to provide the listener an enchanting serenity. Something that Shockwave had difficulty finding in these stressful times of war.

"It…does not bother me."

Soundwave pressed his cheek against his touch and kissed the fingers and the palm of Shockwave's large hand. He watched this thinking,_ Why waste time with such moments. I linger when there are more important things to be done._

The music played on. Soundwave gazed at him, his gold optics shimmering brightly in the usual gloom of his quarters. Shockwave shut off his optic and listened. He had time…some things weren't that urgent. This sound…Quite beautiful …So much like Soundwave.

-/-

The Altihex City was on fire. Shockwave led the assault on the Westside of the city. The Autobots forces were dwindling by the cycle. With this surge, it was only a matter of mega cycles before the city was completely under their control.

Buzzsaw and Laserbeak circled overhead, cawing out cries of victory. Yes, it was time to finish this.

Shockwave gave the orders for the final strike. "Let none escape. Take no pris—"

A sound—a siren- a dreadful screeching noise hit his audios.

His vision sensor jumbled.

All he heard was that noise and every circuit in his processor screamed with it.

Shockwave fell to his knees.

What was this? A new weapon?

As abruptly as the sound started, it ceased. The pain ebbed. Shockwave's optic came back online and he struggled to regain his equilibrium. As he climbed his feet, he soon realized he was the first one to do so. Everyone —Autobot and Decepticon--was on the ground and an eerie, cold silence was casted over the battlefield.

This was no Autobot weapon. Why create weapon that disables your own troops? That sound. It almost sounded like a scream.

Shockwave stumbled for a couple of steps and nearly stepped on something. Looking down at his feet, he saw Buzzsaw and Laserbeak were lying on the ground--belly up. They symptoms were different than the rest. The minicons shook in wild convulsions.

With his mind still muddled, Shockwave called over his com-link "Soundwave?"—no answer.

"Astrotrain." He turned over the nearest mech and asked, "Where is the last known location of Soundwave?" he should know this but his memory was still slightly scrambled.

"I-ba-ugh." The triple charger still struggled to form sentences but he managed out. "North side."

-/-

Shockwave dropped out of flight and landed roughly on the ground. His feet wobbled and he almost fell once more. He still wasn't stabile, no one was. As he searched the north side for Soundwave, Shockwave came cross battle after battle that was embarrassing to look at.

Both sides fumbled with their weapons. As they marched forward, they tripped and fell on their faces. All combat came to a frustrating crawl. Did Soundwave do all this? He knew Soundwave could project sonic waves but he never thought he had the capacity on this scale.

Shockwave found Ravage feebly crawling on the ground. His optics burned with determination to reach his destination ---Soundwave, no doubt. But his body was not up to the task. It quake with the same tremors as his minicon comrades.

At sight of him, Ravage snarled. Unlike Laserbeak and Buzzsaw, this minicon hated him and wasn't shy about it either. His victory over Megatron perhaps caused this. Whatever it was, it did not matter now.

Shockwave looked down at the minicon, "Where is he?"

Ravage glared back; however, this small mechanism knew this was not the time to hold a grudge. With his claws, he pointed to a narrow alley way.

Voices. He heard voices at the end alleyway. He made his way down the gap between the buildings while keeping his footsteps as silent as he could. He came upon a group of 15 mechs gathered around a form on the ground which he quickly recognized as Soundwave.

Autobots? Not quite. A crude scratch was across their Autobot insignias. So, this was the rogue Autobot fraction he heard about before the attack. Separate from the control of the Prime, they were just a bunch of bumbling, desperate, crazed idiots. They caused havoc for both sides--even the Autobots were fed up with them. How were these low tech thugs able to take down a mechanism as magnificent as his second in command.

They were a group closed around Soundwave, who lied on his side on the ground, uncontrollably shaking.

"That scream--! He's really a monster." Said a rogue, still shuddering from the effects they all still suffered. "What do you think Riptide did to him, huh?"

"Dunno," said another, "But, slag, he's a genius. Exactly what Cybertron needs."

_Soundwave_… Shockwave watched with his standard distant attitude with his cannon ready to fire at any needed moment. He needed more information. Who was this Riptide?

"Well, we got to get going." He transformed into a transport vehicle, "Load him up! You there—grab his arms and you get his legs."

"I don't get it." This one said with a deep frown on his face, "We should slag him now for all the mechs he killed. That bombing in Enix city was his doing. Sources said so. Why does Riptide want him?"

"Information, I think." The transport vehicle said.

"Listen, if its information Riptide wants, we oughta just rip him open--take his memory banks."

The one was holding Soundwave's arms said, "He's right. I'm not carrying this slag! Will you or you?" the one pointed to random mechs in the crowd and none of them volunteered. He dropped the limps grabbed a pipe from the debris, "Let's just finish this here."

Cheers broke out and they started searching the wreckage for any kind of weapon. Armed with random sharp and blunt objects, their group closed around Soundwave once more and they hesitated.

"I've never seen a Decepticon this close. W-what if he gets up?"

"Look at 'im. He can hardly move. What's there to be afraid of? Out of the way. I'll do, you cowards!"

With a grunt, he drew back the pipe and—

"That would not be wise." Shockwave said behind them. They all let out startled cries and backed away.

One of them cried, "Don't back down. Attack!"

They all scraped together what little courage they had and charged at him. And all Shockwave could think was "My, what foolishness."

-/-

The rogue Autobots were scrap and spare parts on the ground. Shockwave held the last one against the wall and, under the fear of death, he spouted out the whole story.

"We've never seen Riptide. We just get our orders over the airwaves."

"I see." Shockwave said as he absorbed the new information. "What does he want with Soundwave?"

"I don't know." He helplessly shook his head, "Please, let me go."

"Your cooperation was appreciated." Shockwave pointed the cannon at the Autobot's face.

"No!" The rogue Autobot's head vanished in the flash from his cannon and its remains clanked onto the ground.

"Soundwave." Shockwave tossed the empty shell aside and went to his second's side. His battle mask and visor were cracked and close to falling apart.

"What did they do to you?"

-/-

In a temporary bunker stationed outside the battle zone, Hook was looking over Soundwave for injuries.

"I can't find anything wrong," the Constructicon muttered thoughtfully with his hand on his chin. "I'm not familiar with some these parts, though…Perhaps, if you allow me to take a look at his sensors." He reached for the remains of shattered of Soundwave's mask, but Laserbeak and Buzzsaw swooped down, cawing and snapping their beaks at his hand. Hook quickly took it away before he lost a finger. He frowned, "Okay, if that's the case, I'm done here!"

"Yes, you are excused." Shockwave said.

Hook let out an hmph and muttered "…this is what a get for trying to help…" as he exited.

The minicons landed lightly on Soundwave's chest compartment and they gazed up at Shockwave, their optics gleaming with worry. They were the first of the minicons to recover. Ravage was online as well and, at the moment, pacing around in anxious circles in the room. The rest were stuck in their compact alt modes.

Carefully, Shockwave removed the cracked mask and visor.

"What is wrong?" he demanded, looking down at Soudwave's pain ridden face.

With his optics flickering weakly, he said, "Too…loud."

"What is? Explain."

His mouth opened and closed noiselessly as though the words were being blocked somehow. Soundwave shuddered, his head tilted to the side and the optics wavered to black.

Loud? To Shockwave everything was silence and still. What was going on?

Riptide…

Shockwave called over his com-link, "Spyglass, progress report."

"Shockwave, sir. I've located that broadcast you asked for. Riptide's some fanatic that been on the airwaves in this city. Listen."

A low, crude voice issued from Shockwave com-link. "Do you know what the Prime is? A Coward! He will never do what must be done. Why should we reason with monsters? Why should we run and hide in fear!"

Spyglass paused it, "He's got quite a following here. All the scared, crazy glitches got his back."

"Good work. Transmit the coordinates to me. Shockwave out.

A moment later, a map blipped onto the screen. Shockwave glared at the location flashing on the map. "There you are."

TBC

This chapter gave me a little bit of a headache, but it's done. Yay! Love writing this but -phew-. Well, on to the next one...


	5. Chapter 5

-/-

"…and I'm saying it's better if that telepath stays out-of-order for a solar or two," a large Decepticon muttered to Blast-off, "Then we can--"

"Onslaught." Blast-off elbowed his group leader so his could swift his attention to who was behind him.

Onslaught straightened up and turned, "Lord Shockwave," he said as soon as he saw him. The Combaticons and their troops were the closest to the location Spyglass found, so, Shockwave ordered them to meet him here.

"Allow me to show you the stigmatic of the tunnels." Onslaught gestured to the hologram projection he had already on display.

Beneath Altihex city, like any city on Cybertron, were tunnels upon tunnels; tunnels of wires, tunnels of pristine crystal, and tunnels of just rust and waste. Some led to the strangest locations, like crypts, abandoned labs, and even a long forgotten city beneath a city. They were ancient and seemingly endless--A perfect place for someone who wants to disappear.

The section that they were looking at was tunnels lined with power cords that fed the city its energy. One stray shot from a firearm at the core of them could blow apart half of the city. The search must be done without energy weapons.

"This Riptide has a good strategy, but such cowardice!" Onslaught crossed his arms and shook his head at the task before them. "We will find him and drag him from his hole, kicking and screaming if we must. As you have ordered, I have already sent scouts in. As soon as they find anything they are report to me or you, of course, my lord. And--"

A loud scraping noise interrupted them. Onslaught and Shockwave attention was drawn to an entrance of one of the tunnels. They saw a mangled mess of a mech as he dragged himself from its opening.

"That's one of my scouts!" Onslaught stomped his way to the smaller mech and yanked him up to his optic level. "What has happened? Speak, soldier!"

Mech fluid leaked from his crushed neck and where his arm used to be. "Commander…" he cried before going off line.

"Worthless!" Onslaught tossed the body aside and turned to his leader. "Allow me to handle this. There's no need for you to dirty yourself with this lowly work."

An update blipped onto Shockwave's vision. Hook, who reluctantly resumed his station at Soundwave's side--not fond of the minicons staring at him--, had sent him an urgent message.

Soundwave's condition had worsened.

Riptide was aware of them and seemed determined to the finished off Soundwave before he was found.

Wearily, Shockwave's optic looked over Onslaught. What was he up to? Was he trying to prolong this situation longer than necessary?

"I respect your efforts, but I prefer if I handle this." Shockwave said.

"But, Lord Shockwave--"

"You will remain here." Shockwave brushed passed him and he headed to the opening the scout dragged himself from. He heard a clang behind him and he was certain Onslaught had toss down his datapad in frustration from not seeing his plan come to fruition. Not that Shockwave needed to care about his precious strategy.

Alone, Shockwave trekked through the dark tunnels. The massive build up of energy in the atmosphere stung his antennas and low vibrations buzzed beneath his feet.

The scout's mech fluid was the trail he needed. He followed it until he came across a violent splatter on the walls. He was close…

He heard low, nearly muted voices farther down the passageway. There were two of them he saw as he drew closer, being heedful to remain in the shadows—away from the shine of the headlights on their bodies.

They both leaned against the wall. Mech fluid stained their hands and chests and their melee weapons were cast carelessly against the wall.

Shockwave saw the tremble in one of the mech's hands and quietly scoffed at the sight. What poor taste this Riptide had in troops. There wasn't a single capable soldier in his ranks. Like the mechs he had scrapped earlier; they were brawlers--worthless street fighters. They had no real sense of combat or what it took to be in an army. What insanity motivated this Riptide to think he could challenge the Decepticon Empire with such poor support?

Shockwave watched them from the shadows. Unable to use his cannon arm he had to get closer…

"I can't believe we did that. We're lucky we got the drop on him, huh?"

The one that was shaking looked at the other. "Should we tell Riptide?"

So, he didn't know yet. This new piece of information drastically changed Shockwave's plans.

"Are you crazy? We are among the selected few that we able to see the face behind the voice. We can't ruin it by telling him about this."

"But they're in the tunnels." His voice squeaked with fear.

"We can handle this."

"Wait..." he pointed a gun blindly at the shadows. Shockwave froze. "What was that ?"

"What the—"the other one twisted the gun away from his hand and glared at his companion, "You've forgotten where we are! You're not even supposed to have this."

The other one looked down pitifully downward. "I can't help it. Can't you see—they're everywhere."

The leveled headed one tucked the gun away into a subspace "If it will keep you from being so damn twitchy, fine, let's go tell Riptide."

They ran at a moderate pace and Shockwave was not far behind.

-/-

They came upon a large door and one of them punched in an access code. As soon as the last digit was pressed, Shockwave, with his bare hand, took them apart before they had the chance to scream.

The door was now open and waiting for him. After another long and twisting path, he came upon a room. The room was large and dark. Only a large screen was the source of light.

His back was to him.

Apparently, he intruded in the middle of a broadcast. "The Decepticons will be destroyed, no thanks to that incompetent Prime." This was Riptide. He was certain, for he heard the same low voice echoed in the room when he spoke. Shockwave was quite surprised by the size and build of him. He expected less from a mech hiding away in a hole.

Riptide rambled on and on about destiny, power, and ruling Cybertron into his microphone, obvious to Shockwave not so far of him. He, however, had no interest in his rant. Instead, his attention was on the machinery under the control of Riptide's finger tips.

Shockwave had never seen the likes of it before. Was this the cause of Soundwave's pain? What would be the proper way to disable them? And if Shockwave could not do it, what was the proper method of torture to force Riptide to do it for him.

"Only I can heal our dear Cybertron. Until next time, Riptide signing out." Shockwave saw him put the microphone aside and bowed his head in thought for a moment before pressing a button on the console.

Images cluttered the screen--Soundwave and nothing but Soundwave. A whole collage of Shockwave's second in command filled the screen.

Riptide took his mike again and spoke into it; his voice took on a soft, intimate tone. "Do you like my song, Soundwave? I made it just for your audio receptors. No one else's…Here…" he pressed another button on the console, "Let me turn it up for you."

The machine cranked with effort, yet Shockwave heard no music or any sort of sound. Another update blipped on his vision. This time it was live vid footage. The image of Soundwave thrashing on the berth filled his vision sensor. Hook had to strap Soundwave down to prevent him falling off in his convulsion. The image faded and Shockwave stalked forward without a sound.

Riptide's optics were still on the screen before him. "You may look different now, yet…" his fingers caressed the image of Soundwave, "You are still so beautiful. Why must you make me do this to you? But…" his voice grew rough again, "It's only fair after what you did to me."

"I was hoping I could get you back…make things right. But those goons can't do anything right. They couldn't even bring you back to me. Maybe it's better if you beg me then. Unless…Don't tell that purple automaton is your choice…your…" his hand clutched one of the armrest, "Unforgivable."

Shockwave stepped on something that crunched beneath his foot.

Riptide straightened up in his chair and turned, "Who's there?"

He saw Shockwave. His optics went wide and bright.

Shockwave made the first move and his fist landed squarely in the center of his face.

Blindly, Riptide swung back at him. Shockwave smoothly moved to the side and he missed.

Riptide rose from his chair, his height towered over the Decepticon Leader. A sharp energon melee weapon appeared in his hand and he lashed out at him with.

The energon blade and the swing of his arms only whizzed through air as Shockwave calmly maneuver out of their way.

It wasn't that Riptide was slow. No… he was surprisingly fast for his size and Shockwave was certain there was plenty of strength behind those blows. But he was nothing compared to Megatron.

After miss after miss, Riptide threw up his fists and roared in frustration.

There-- An opening. Shoulder first, Shockwave charged forward.

He body slammed him and they both fell to the floor.

The weapon knocked free from his hand. Riptide tried to crawl to the console. Whatever he was planning to do with it, Shockwave will not know, for he stomped his foot on his back and Riptide's face slammed into the floor before he could reach it.

Shockwave pressed his cannon on the side of his face.

Riptide let out a raspy laugh at the sight of his cannon arm. "You won't shoot unless you want all of us to die."

"Deactivate the device." Shockwave ordered.

"No."

As soon as Riptide said that word, Shockwave gripped the points of his helm and slammed his face against the floor again, this time he grinded it into the rough panels until he saw sparks. He listened to Riptide's screaming until he thought he had enough and he lifted up his head.

"Deactivate the device." Shockwave said again

His face in dents and scratches, Riptide hissed, "No… he needs to suffer!"

Shockwave found the melee weapon close by, grabbed it, and thrust the blade into a weak point on Riptide's back. Sparks hit Shockwave's chest as he widened the cut with his bare hand.

Then he reached inside Riptide, twisting and pulling any wires that his grasping hand could find. Throughout all this, Riptide was screaming and thrashing beneath his foot.

"Stop…" Riptide's vocalizer weakly squeaked out. "I'll do it. Just stop…"

With his hand still tightly gripping the mess of wires, Shockwave allowed him to rise. He squeezed it to remind him of what would happen if he did something unfavorable.

His whole body shaking, Riptide pressed a sequence of buttons on console. When he was finished, he sank to his knees before the machine.

"Hook," Shockwave called over the com-link "What is Soundwave's condition."

"One moment," Shockwave listened to the dead air and until finally, "Stabilized, sir."

Sparks crackled from Riptide's neck. "Oh, I see now." He looked back at him with a cynical look on his face, "Even you, the so-called computer on legs, succumbed to him. That's how he works. He gets inside your head and twist things around. He—"

Shockwave's fist plummeted through the hole Riptide's back and it reemerged through his chest. The large mech's grew grey and his words turned into static. They might as well have; Shockwave had no interest in the words of a malfunction.

-/-

"Weapons ready!"Onslaught hollered to the firing squad.

"Steady!" the squad carefully took aim and some of the prisoners, Riptide's supporters, cowered while others looked forward without even a flicker in their optics.

"Fire!" The lasers lit up everything and when they were gone, they left a pile a smoking metal behind.

Onslaught nodded in approval. "Okay, get the next group ready."

Onslaught's troops were quite efficient in gathering the remainder of the Autobot rogue group. Shockwave watched the execution proceedings and longed for a recharge as he thought about what he had left to do.

Altihex was completely under Decepticon control and they now occupied city. He had supervised the loading of Riptide's machine onto a transport ship destined for headquarters. The odd contraption demanded Shockwave's further study.

He was done when the last prisoner was dealt with. The time came for him to return to headquarters.

Now, standing outside the former battle zone, Shockwave ordered the transfer of the bunker.

"Yes, sir," one of the work hands said and they started connecting the bunker to the large ship. Shockwave entered it while they were preparing for takeoff.

Deep inside the bunker, repair bay doors opened for him and he saw Hook wearily hunched over the controls.

"Leave me." Shockwave said.

Hook nodded and left without a word.

Shockwave approached the berth that held Soundwave's motionless form. He took the broken, useless visor and mask away. Shockwave had kept them in place before only because the minicons were so persistent about it. He will have to replace these.

He paused when saw Soundwave 's tranquil face and he realized he stared at it longer than required. He left the repair bay to find a station to quietly work.

In the first moment of peace since the surge of the city began, Shockwave examined Soundwave's equipment and saw that it wasn't a normal battle mask. Circuitry lined its interior and, even in its shattered remains, it was an exceptional piece of work. What was the purpose of this? He scanned it. Odd, it had many similarities to the equipment he found in Riptide's possession.

He felt the room slightly swift. The ship had taken flight.

-/-

They were halfway back to headquarters when Shockwave returned to the room with a new visor and mask in his hand and he paused at the sight before him. Soundwave was online, sitting on the edge of the recharge berth with his minicons clamoring excitedly around him.

Even in the chaos of the minicons clinging to him and talking over each other, Soundwave looked down at them with such majestic composure.

"Irresponsible." Shockwave said. Soundwave looked up at the sound of his voice and the minicons grew dead silent as Shockwave stepped toward him. Laserbeak and Buzzsaw flew off their master's shoulders and joined a sulking Ratbat on top of one of the monitors.

"It was quite a chore recreating these." Shockwave said, his voice stern, scolding. "I had to make several improvements. How could you go so long without making any upgrades to your equipment?" Shockwave was referring to the cracked visor and mask. Even though brilliant, the circuitry that was used to make them were so out-dated.

Shockwave tilted Soundwave's chin up and he gazed wordlessly at his second-in-command's face.

Soundwave impassively watched his leader in the cold silence that now filled the room. The Decepticon Leader had to admit that he found it enchanting the way the light reflected off of his features at this angle. So puzzling…Why did he take these moments to admire him? This face… this body…

All the trouble—the drawbacks that happened this solar cycle wasn't about gaining information or power, or saving Cybertron as Riptide had so diplomatically put it. Any other mech may have pity Riptide's supporters if they knew that his campaign was merely ruse so he could whet his obsession with Soundwave. Their lives were wasted.

"Hold still," Shockwave ordered as he snapped the guards into place and gazed into the red visor once more. "Do not let this happen again."

-/-

At headquarters, his new trophy, Riptide's head, was mounted on the armrest of his throne. His dead optics stared at him with his jaw wordlessly agape, like it should be. When he asked Soundwave about his relationship with Riptide, all he had to say was, "Unimportant." What was Riptide to Soundwave; an enemy, a stalker, a scorned ex-lover, his creator, perhaps? Did it really matter?

There was logic in what he had done. These Autobot rogues were a threat. No, the word "nuisance" was more accurate. They had to be dealt with sooner or later. The outcome satisfied logic, but it was the way he carried it out that bothered him.

"The urgency of my actions..." Shockwave pondered aloud, his voice echoing against the throne room walls. The more he thought the past situation the more questions he had about the motivations behind his actions.

He thought of the smoothness and the shine of Soundwave's face and imagined it contoured in pain. Shockwave's fist tightened. Why did that bother him?

"He gets inside your head…twist things around."Riptide's last words replayed in his Shockwave's processor. His loosened his fist and grasped the head of the head and gazing into the burned out optics, he muttered, "What is wrong with me?"

-/-

"This wasn't easy, you know." Swindle griped to the distorted shadow on his screen.

"Trust me. You will be compromise for any trouble." the voice said.

Swindle leaned back in his chair and stared at the scrambled image on his monitor. The poor quality of this transaction bothered him. Even the audio link was a mess. His client must have been using some kind of scrambler for that too, because the voice changed in pitch and tone and static hissed throughout the audio.

"Do you have it? Show it to me." the pitch was now high and irritated Swindle's audios. He remembered how much he was getting paid and bared through it.

Swindle opened a box next to him to reveal a pair of dimmed red optics staring blankly at him.

He held up Megatron's head and he smiled for the camera.

"You're lucky, you old bucket head." Swindle he told the offlined head. "Somebody just paid for your bail. "

TBC


End file.
